Common use of Cash Election Units Clause in Contracts

Cash Election Units. Each Common Unit with respect to which an election to receive cash (a “Cash Election”) has been properly made and not properly revoked pursuant to Section 2.3 (each, a “Cash Election Unit”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $39.53 in cash without interest (the “Per Unit Cash Election Consideration”), subject to adjustment in accordance with this Section 2.1(a)(ii) and Section 2.5; provided, however, that if (A) the product of the number of Cash Election Units and the Per Unit Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Unit Mixed Consideration Cash Amount and the total number of issued and outstanding Common Units immediately prior to the Effective Time (excluding Common Units that are to remain outstanding as provided for in Section 2.1(c) and including, for the avoidance of doubt, Restricted Units pursuant to the terms and conditions of Section 2.4), minus (y) the product of the number of Mixed Consideration Election Units (provided that No Election Units shall be deemed to be Mixed Consideration Election Units for purposes of this Section 2.1(a)(ii)) and the Per Unit Mixed Consideration Cash Amount (the “Aggregate Mixed Consideration Cash Amount”) (such difference being the “Available Cash Election Amount”), then each Cash Election Unit shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Unit Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Class P Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction.

Cash Election Units. Each Common Unit with respect to which an election to receive cash (a “Cash Election”) has been properly made and not properly revoked pursuant to Section 2.3 (each, a “Cash Election Unit”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $39.53 91.72 in cash without interest (the “Per Unit Cash Election Consideration”), subject to adjustment in accordance with this Section 2.1(a)(ii2.2(c)(ii) and Section 2.5; provided, however, that if (A) the product of the number of Cash Election Units and the Per Unit Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Unit Mixed Consideration Cash Amount and the total number of issued and outstanding Common Units immediately prior to the Effective Time (excluding Common Units that are to remain outstanding as provided for in Section 2.1(c) and including, for the avoidance of doubt, Restricted Common Units deemed outstanding pursuant to the terms and conditions of Section 2.4), ) minus (y) the product of the number of Mixed Consideration Election Units (provided that No Election Units shall be deemed to be Mixed Consideration Election Units for purposes of this Section 2.1(a)(ii)) and the Per Unit Mixed Consideration Cash Amount (the “Aggregate Mixed Consideration Cash Amount”) (such difference being the “Available Cash Election Amount”), then each Cash Election Unit shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Unit Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Class P Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction.

Cash Election Units. Each NTI Common Unit (other than a NTI Restricted Unit) with respect to which an election to receive cash consideration (a “Cash Election”) has been properly made and not properly revoked pursuant to Section 2.3 3.4 (each, a “Cash Election Unit”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $39.53 26.06 in cash without interest (the “Per Unit Cash Election Consideration”), subject to adjustment in accordance with this Section 2.1(a)(ii3.1(c)(ii) and Section 2.53.5; provided, however, that if (A) the product of the number of Cash Election Units and the Per Unit Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Unit Mixed Consideration Cash Amount and the total number of issued and outstanding NTI Common Units immediately prior to the Effective Time (excluding Common Units that are to remain outstanding as provided for in Section 2.1(c3.1(d)) and including, for the avoidance of doubt, Restricted Units pursuant to the terms and conditions of Section 2.4), minus (y) the product of (I) the sum of the number of Mixed Consideration Election Units (provided that and No Election Units shall be deemed to be Mixed Consideration Election Units for purposes of this Section 2.1(a)(ii)and (II) and the Per Unit Mixed Consideration Cash Amount (the “Aggregate Mixed Consideration Cash Amount”) $15.00 (such difference being the “Available Cash Election Amount”), then each Cash Election Unit shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Unit Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and nonassessable shares of Parent Class P WNR Common Stock equal to the product of (r) the Stock Election Exchange Ratio (as that term is defined in Section 3.1(c)(iii)) and (s) one (1) minus the Cash Fraction.